What changed in this filing

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Item 9A. Controls and Procedures

2025-04-15 compared with 2024-04-10 · 129 added, 154 removed, 168 unchanged (63% of the section changed)

1 unchanged sentence

Evaluation of disclosure controls and procedures .

Our management, with the participation and supervision of our Chief Executive Officer and our Interim Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K.

Our disclosure controls and procedures are designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Interim Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on this evaluation, our Chief Executive Officer and our Interim Chief Financial Officer concluded that, as of December 31, 2023, our disclosure controls and procedures were not effective because of a material weakness in our internal control over financial reporting described below.

We note that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving the stated goals under all potential future conditions.

The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

The Company’s disclosure controls and procedures are also designed to ensure such information is accumulated and communicated to management, including the principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of controls and procedures.

Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance that control objectives are attained.

Based upon this evaluation, our Chief Executive Officer and Interim Chief Financial Officer have concluded that our disclosure controls and processes were not effective at December 31, 2024, because of the material weaknesses in our internal control over financial reporting described below.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting at the Company.

The Company’s internal control over financial reporting is a process designed under the supervision of the Chief Executive Officer and Interim Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

• Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

With the participation of the Chief Executive Officer and the Interim Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023, based on the framework and criteria established in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Because of the previously disclosed material weakness in our internal control over financial reporting discussed below, our Chief Executive Officer and Interim Chief Financial Officer concluded that, as of December 31, 2023, our internal control over financial reporting was not effective, and the previously reported material weakness was not considered remediated.

In light of previously reported material weaknesses, our management, including our Chief Executive Officer and Interim Chief Financial Officer, has performed additional analyses, reconciliations, and other post-closing procedures and has concluded that the consolidated financial statements for the periods covered by and included in this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with GAAP.

The Company’s management, including the Chief Executive Officer and the Interim Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act.

As of December 31, 2020, Company’s management has evaluated the effectiveness of its internal control over financial reporting under the Exchange Act.

Management concluded as of December 31, 2024, that our internal control over financial reporting was not effective because of the material weaknesses described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The Company identified deficiencies in its internal control over financial reporting that represented material weaknesses.

Specifically, the Company’s management determined that the Company did not, as of December 31, 2024, design and maintain effective internal controls over financial reporting related to:

(1) ineffective design and operation of controls over significant complex transactions, which resulted in restatements of all interim periods of 2024, (2) failure to remediate previously reported material weakness over ineffective design and operation of user access controls.

The Company believes that, notwithstanding the material weaknesses mentioned above, the consolidated financial statements contained in this Form 10-K present fairly, in all material respects, the consolidated financial positions, results of operations and cash flows of the Company in conformity with generally accepted accounting principles as of the dates and for the periods stated therein.

Previously identified material weakness.

4 unchanged sentences

As a result of the significant turnover of key finance personnel at the end of 2023 we have concluded there was a gap in the implementation of the above remediation initiatives with certain tasks that would have to be completed to remediate the material weakness not being handed over to the new personnel.

Our remediation activities are ongoing and are subject to continued management review supported by ongoing design and testing of our framework of internal controls over financial reporting.

Our remediation activities are ongoing and

are subject to continued management review supported by ongoing design and testing of our framework of internal controls over financial reporting.

Remediation Plan.

In order to remediate the material weakness, the Company plans to formally document the system controls that we have in place, including user access reviews and a formally documented segregation of duties that includes formal system-based roles.

In addition, there is a plan, which is expected to be completed prior to the end of the second quarter of 2024, that will ensure that all internal controls are fully documented with a testing plan that will be reviewed and signed off quarterly.

We will not consider the material weakness remediated until our enhanced control is operational for a sufficient period of time and tested, enabling management to conclude that the enhanced controls are operating effectively.

Previously Identified Material Weakness as of September 2022.

We identified a material weakness in controls over the accounting for complex warrant issuances and the classification of these issued warrants.

This material weakness resulted in the failure to prevent material errors in accounting for the warrants as equity classification when the warrants should have been classified as liabilities, and marked to market each reporting period, resulting in restatement of our financial statements for the nine months ended September 30, 2022.

Our remediation plan included enhancing our contract review process, particularly in the context of complex agreements and transactions, as well as internal communications in connection therewith, in addition to continuing our engagement of third-party specialists to assist with accounting, valuation, and financial reporting functions in relation to significant contracts, agreements and complex transactions.

This material weakness has since been remediated.

The Company continues to implement certain remediation actions and continues to test and evaluate the elements of the remediation plan.

These elements include:

• Design and implementation of a Significant Complex Transaction policy which identifies transactions that should be evaluated for additional 3 rd party expert evaluation for proper accounting treatment;

• Design and implementation user access controls and proper segregation of duties for all critical accounting systems, supported by formal policies and training for all Information Technology personnel.

The Company believes that the actions listed above will provide appropriate remediation of the material weaknesses;

however, the testing of the effectiveness of the controls has not been completed by the Company.

Due to the nature of the remediation process and the need for sufficient time after implementation to evaluate and test the effectiveness of the controls, no assurance can be given as to the timing for completion of remediation.

The material weaknesses will be fully remediated when the Company concludes that the controls have been operating for sufficient time and independently validated by management.

Changes in internal control over financial reporting.

During the fiscal quarter ended December 31, 2023, there were no other changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the fiscal year ended December 31, 2024, there were no other changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent limitation on the effectiveness of internal control.

6 unchanged sentences

Trading Plans

During the three months ended December 31, 2023, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Termination of Merger Agreement with 3D at Depth

On April 4, 2024, the Company and 3D at Depth, Inc.

mutually agreed to terminate the Agreement and plan of Merger dated October 2, 2023 that was previously disclosed on the Company’s Current Report on Form 8-K filed with the SEC on October 6, 2023.

During the year ended December 31, 2024, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosures Regarding Foreign Jurisdiction that Prevent Inspections

Directors, Executive Officers and Corporate Governance

The information required by this Item is incorporated herein by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders, which is expected to be filed with the SEC within 120 days after the close of our fiscal year.

The information required by this Item is incorporated herein by reference to information contained in our Definitive Proxy Statement to be filed with the SEC within 120 days after the end of the fiscal year pursuant to Regulation 14A in connection with our 2025 Annual Meeting of Stockholders.

Executive Compensation

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Certain Relationships and Related Transactions and Director Independence

Principal Accountant Fees and Services

Exhibits and Financial Statement Schedules

4 unchanged sentences

Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Equity (Deficit) for the Years Ended December 31, 2023 and 2022

Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

11 unchanged sentences

Form 8-K 001-40611 2.1 June 6, 2022

3.1 Second Amended and Restated Certificate of Nauticus Robotics, Inc.

3.1 Second Amended and Restated Certificate of Incorporation Nauticus Robotics, Inc.

Form 8-K 001-40611 3.5 September 15, 2022

3.2 Certificate of Amendment to the Second Amended

and Restated Certificate of Incorporation of

Nauticus Robotics, Inc.

3.1 July 18, 2024

3.3 Certificate of Designations of Rights and

Preferences of Series A Convertible Preferred

Stock of Nauticus Robotics, Inc.

3.1 December 27, 2024

3.4 Amended and Restated Bylaws of Nauticus Robotics, Inc.

Form 8-K 001-40611 3.1 May 15, 2023

4.1 Specimen Unit Certificate of CleanTech Acquisition Corp.

Form S-1/A 333-256578 4.1 July 6, 2021

4.2 Specimen Common Stock Certificate of CleanTech Acquisition Corp.

Form S-1/A 333-256578 4.2 July 6, 2021

4.1 Specimen Warrant Certificate of CleanTech Acquisition Corp.

Form S-1/A 333-256578 4.3 July 6, 2021

4.3 July 6, 2021

4.2 Warrant Agreement, dated July 14, 2021, by and between Continental Stock Transfer & Trust Company and CleanTech Acquisition Corp.

2 unchanged sentences

Form 8-K 001-40611 4.2 July 21, 2021

4.6 Form of 5% Original Issue Discount Senior Secured DEBENTURE to be issued pursuant to the Securities Purchase Agreement dated December 16, 2021

4 333-262431 4.6 June 16, 2022

4.4 Form of Warrants to be issued pursuant to the Securities Purchase Agreement dated December 16, 2021

4 333-262431 4.7 June 16, 2022

4.5 Form of Original Issue Discount Senior Secured

Convertible Debenture Due 2026.

Form 8-K 001-40611 10.3 November 5, 2024

Description of Registrant’s Securities

10.1 Letter Agreement, dated July 14, 2021, by CleanTech Acquisition Corp.’s officers and directors.

Form 8-K 001-40611 10.1 July 21, 2021

10.2 Letter Agreement, dated July 14, 2021, by CleanTech Sponsor, LLC and CleanTech Investments, LLC.

Form 8-K 001-40611 10.2 July 21, 2021

10.3 Investment Management Trust Agreement, dated July 14, 2021, by and between Continental Stock Transfer & Trust Company and CleanTech Acquisition Corp.

Form 8-K 001-40611 10.3 July 21, 2021

10.3.1 Amendment to the Investment Management Trust Agreement, dated July 19, 2022, by and between Continental Stock Transfer & Trust Company and CleanTech Acquisition Corp.

Form 8-K 001-40611 1.1 July 19, 2022

10.4 Escrow Agreement, dated July 14, 2021, by and among CleanTech Acquisition Corp., Continental Stock Transfer & Trust Company and each of the initial stockholders.

Form 8-K 001-40611 10.4 July 21, 2021

Incorporated by Reference

Exhibit Description Schedule/

Form File Number Exhibits Filing Date

10.5 Registration Rights Agreement, dated July 14, 2021, by and among CleanTech Acquisition Corp., and the initial stockholders.

Form 8-K 001-40611 10.5 July 21, 2021

10.6 Indemnity Agreements dated July 14, 2021 by and between CleanTech Acquisition Corp.

and its directors and officers.

Form 8-K 001-40611 10.6 July 21, 2021

10.7 Subscription Agreement, dated July 14, 2021, by and between CleanTech Acquisition Corp., CleanTech Sponsor, LLC and CleanTech Investments, LLC.

Form 8-K 001-40611 10.7 July 21, 2021

10.8 Business Combination Marketing Agreement, dated July 14, 2021, by and between CleanTech Acquisition Corp.

and Chardan Capital Markets, LLC.

Form 8-K 001-40611 10.8 July 21, 2021

10.9 Administrative Services Agreement, dated July 14, 2021, by and between CleanTech Acquisition Corp.

and Chardan Capital Markets, LLC.

Form 8-K 001-40611 10.9 July 21, 2021

10.10 Financial Advisory Agreement by and between CleanTech Acquisition Corp.

and Chardan Capital Markets, LLC dated December 14, 2021.

1 333-262431 10.10 March 31, 2022

10.11 Support Agreement by and among CleanTech Acquisition Corp., CleanTech Sponsor I LLC, CleanTech Investments, LLC and Nauticus Robotics, Inc.

Form 8-K 001-40611 10.1 December 17, 2021

10.12 Support Agreement by and among CleanTech Acquisition Corp., Nauticus Robotics, Inc.

and certain shareholders of Nauticus Robotics, Inc.

Form 8-K 001-40611 10.2 December 17, 2021

10.13 Form of Subscription Agreement for certain investors

Form 8-K 001-40611 10.3 December 17, 2021

10.14 Securities Purchase Agreement by and among CleanTech Acquisition Corp., Nauticus Robotics, Inc.

and certain investors named therein.

Form 8-K 001-40611 10.4 December 17, 2021

10.14.1 Agreement among CleanTech Acquisition Corp., Nauticus Robotics, Inc.

and ATW Partners Opportunities Management, LLC dated January 31, 2022

1 333-262431 10.14.1 March 31, 2022

10.14.2 Letter Agreement between ATW Special Situations I LLC and Material Impact Fund II, L.P.

dated December 15, 2021

3 333-262431 10.14.2 May 23, 2022

10.14.3 Letter Agreement between ATW Special Situations I and The 2022 SLS Family Irrevocable Trust dated September 9, 2022

Form 8-K 001-40611 10.14.3 September 15, 2022

10.15 Form of Nauticus Robotics, Inc.

Stockholder Lock-up Agreement (included as Exhibit H-1 to Exhibit 2.1 hereto)

Form 8-K 001-40611 10.5 December 17, 2021

10.16 Form of Lock-up Agreement for certain holders of Nauticus Robotics, Inc.

(f/k/a CleanTech Acquisition Corp.) (included as Exhibit H-2 to the Exhibit 2.1 hereto)

Form 8-K 001-40611 10.6 December 17, 2021

Incorporated by Reference

Exhibit Description Schedule/

Form File Number Exhibits Filing Date

10.17 Form of Amended and Restated Registration Rights Agreement by and among CleanTech Acquisition Corp., Nauticus and certain stockholders.

Form 8-K 001-40611 10.7 December 17, 2021

10.18 Form of Director Nomination Agreement.

Form 8-K 001-40611 10.8 December 17, 2021

10.19 Director Designation Agreement

Form 8-K 001-40611 10.9 December 17, 2021

10.1 Battery Supplier Agreement, dated as of January 18, 2021.

4 333-262431 10.20 June 16, 2022

10.21 Fabrication Agreement, dated as of January 17, 2022.

4 333-262431 10.21 June 16, 2022

10.22 Construction Agreement, dated as of February 14, 2022.

4 333-262431 10.22 June 16, 2022

10.23 Commercial Proposal, dated as of December 6, 2021.

4 333-262431 10.23 June 16, 2022

10.24 Defense Innovation Unit Agreement, dated as of August 10, 2021.

4 333-262431 10.24 June 16, 2022

10.25 Subcontract Agreement, dated as of August 10, 2021.

4 333-262431 10.25 June 16, 2022

10.26 Amended and Restated Financial Advisory Agreement by and between Nauticus Robotics, Inc.

and Coastal Equities, Inc.

dated April 25, 2022

2 333-262431 10.27 April 27, 2022

10.27 Financial Advisory Agreement by and between CleanTech Acquisition Corp.

and Roth Capital Partners, LLC dated February 11, 2022

3 333-262431 10.28 May 23, 2022

10.28 Financial Advisory Agreement by and among CleanTech Acquisition Corp., Nauticus Robotics, Inc.

and Lake Street Capital Markets dated February 28, 2022

3 333-262431 10.29 May 23, 2022

10.29 Kongsberg Maritime AS Agreement, dated March 21, 2022

4 333-262431 10.30 June 16, 2022

10.30 Collaboration Agreement, dated as of December 4, 2020

4 333-262431 10.31 June 16, 2022

10.31 Memorandum of Understanding, effective as of April 21, 2022

3 333-262431 10.32 May 23, 2022

10.2++ 2022 Nauticus Robotics, Inc.

5 unchanged sentences

001-40611 10.1 May 30, 2023

10.34 Form of Letter Agreements.

Form 8-K 001-40611 10.1 June 23, 2023

10.35 First Amendment to Registration Rights Agreement, dated as of June 22, 2023.

Form 8-K 001-40611 10.2 June 23, 2023

Senior Secured Term Loan Agreement, dated as of September 18, 2023, by and among Nauticus Robotics, Inc., ATW Special Situations II LLC, as collateral agent and lender, and the lenders party thereto.

22 unchanged sentences

Form 8-K 001-40611 10.1 October 2, 2023

10.44+ Agreement and Plan of Merger, dated as of October 2, 2023, by and among Nauticus Robotics, Inc., 3D Merger Sub, Inc.

and 3D at Depth, Inc.

Form 8-K 001-40611 2.1 October 6, 2023

10.45+ Company Stockholder Support Agreement, dated as of October 2, 2023

Form 8-K 001-40611 10.1 October 6, 2023

10.46 Form of Lock-Up Agreement (large stockholders of 3DAD Form A)

Form 8-K 001-40611 10.2 October 6, 2023

10.47 Form of Lock-Up Agreement (large stockholders of 3DAD Form B)

Form 8-K 001-40611 10.3 October 6, 2023

10.48 Form of Lock-Up Agreement (minority stockholders of 3DAD) (included as Exhibit F to Exhibit 2.1)

Form 8-K 001-40611 10.4 October 6, 2023

10.12 Director Designation Letter Agreement, dated as of October 2, 2023, by and between Nauticus Robotics, Inc.

7 unchanged sentences

Form 8-K 001-40611 10.3 January 5, 2024

Incorporated by Reference

Exhibit Description Schedule/

Form File Number Exhibits Filing Date

Senior Secured Term Loan Agreement, dated as of January 30, 2024, by and among Nauticus Robotics, Inc., ATW Special Situations Management LLC, as collateral agent and lender, and the lenders party thereto

2 unchanged sentences

Form 8-K 001-40611 10.2 February 5, 2024

Incorporated by Reference

Exhibit Description Schedule/

Form File Number Exhibits Filing Date

Intellectual Property Security Agreement, dated as of January 30, 2024, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc., NautiWorks LLC, Nauticus Robotics Fleet LLC, Nauticus Robotics USA LLC, and ATW Special Situations Management LLC, as collateral agent

14 unchanged sentences

Form 8-K 001-40611 10.10 February 5, 2024

Incorporated by Reference

Exhibit Description Schedule/

Form File Number Exhibits Filing Date

10.26 Nauticus Second Lien Restructuring Agreement, entered into as of January 31, 2024, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc., NautiWorks LLC, Nauticus Robotics Fleet LLC, Nauticus Robotics USA LLC, and SLS Family Irrevocable Trust

2 unchanged sentences

Form 8-K 001-40611 10.12 February 5, 2024

Incorporated by Reference

Exhibit Description Schedule/

Form File Number Exhibits Filing Date

Employment Agreement dated February 21, 2024 between John W.

1 unchanged sentence

Form 8-K 001-40611 10.1 February 22, 2024

10.29 First Amendment to Senior Secured Term Loan

Agreement, dated as of May 1, 2024, between the

Nauticus Robotics, Inc., ATW Special Situations

Management LLC as collateral agent, and the

lenders party thereto

001-40611 10.1 May 1, 2024

10.30 At the Market Offering Agreement dated May

20, 2024, by and between Nauticus

Robotics, Inc.

Wainwright & Co., LLC

001-40611 10.1 May 20, 2024

10.31 Nauticus Robotics, Inc.

2022 Omnibus Incentive

Plan, as amended

001-40611 Annex A

April 29, 2024

Offer Letter dated August 9, 2024, Between

Nauticus Robotics, Inc.

and John Symington.

001-40611 10.1 November 12, 2024

Form of Second Amendment and Exchange

Agreement dated November 4, 2024 by and

among Nauticus Robotics Inc.

and each of the

signatories thereto.

001-40611 10.1 November 5, 2024

Form of Securities Purchase Agreement dated

November 4, 2024, by and among Nauticus

Robotics, Inc.

and each of the investors listed on

the Schedule of Buyers thereto.

001-40611 10.2 November 5, 2024

10.35 Form of Original Issue Discount Senior Secured

Convertible Debenture Due 2026.

001-40611 10.3 November 5, 2024

10.36 Pledge and Security Agreement, dated as of

November 4, 2024, by and among the Company,

Nauticus Robotics Holdings Inc., Nautiworks

LLC, Nauticus Robotics Fleet LLC, and Nauticus

Robotics USA LLC, as Debtors, and ATW Special

Situations Management LLC as the Collateral

001-40611 10.4 November 5, 2024

10.37 IP Security Agreement, dated as of November 4 ,

2024, by and among the Company, Nauticus

Robotics Holdings Inc., Nautiworks LLC,

Nauticus Robotics Fleet LLC, and Nauticus

Robotics USA LLC, as Debtors, in favor of ATW

Special Situations Management LLC as the

Collateral Agent.

001-40611 10.5 November 5, 2024

10.38 Subsidiary Guarantee, dated as of November 4 ,

2024, by Nauticus Robotics Holdings, Inc.,

NautiWorks LLC, Nauticus Robotics Fleet LLC,

and Nauticus Robotics USA LLC, in favor of

ATW Special Situations Management LLC as

Collateral Agent.

001-40611 10.6 November 5, 2024

10.39 Intercreditor agreement, dated as of November 4 ,

2024, by and among the Collateral Agent and

ATW Special Situations Management LLC, in its

capacity as agent for certain lenders to the

Debtors, and acknowledged and agreed to by the

Form 8-K 001-40611 10.7 November 5, 2024

10.40 Intercreditor agreement, dated as of November 4,

2024, by and among the Collateral Agent and

Acquiom Agency Services LLC, and

acknowledged and agreed to by the Debtors.

Form 8-K 001-40611 10.8 November 5, 2024

Incorporated by Reference

Exhibit Description Schedule/

Form File Number Exhibits Filing Date

10.42 Intercreditor agreement, dated as of November 4 ,

2024, by and among the Collateral Agent and

ATW Special Situations I LLC and acknowledged

and agreed to by the Debtors.

Form 8-K 001-40611 10.9 November 5, 2024

14.1 Code of Business Conduct and Ethics of Nauticus Robotics, Inc.

2 unchanged sentences

Form 8-K 001-40611 16.1 September 15, 2022

Insider Trading Policy

21.1† List of Subsidiaries.

6 unchanged sentences

Clawback Policy

97.1 April 10, 2024

Inline XBRL Instance Document.

24 unchanged sentences

(Principal Financial and Accounting Officer)

April 9, 2024 /s/ Lisa J.

Chairman of the Board

April 15, 2025 /s/ Jim Bellingham

Jim Bellingham

April 9, 2024 /s/ Joseph W.

April 15, 2025 /s/ William H.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures